EX-10.2


 Exhibit 10.2 

EXECUTION VERSION 

FIRST AMENDMENT TO SENIOR SECURED TERM LOAN AGREEMENT 

This First Amendment to Senior Secured Term Loan Agreement (this “Amendment”) is entered into effective as of the 21st
day of December, 2016 (the “First Amendment Effective Date”), by and among Sunoco LP, a Delaware limited partnership (“Borrower”), Credit Suisse AG, Cayman Islands Branch, as Administrative Agent (in
such capacity, the “Administrative Agent”), and the financial institutions parties hereto as Lenders (“Lenders”). 

W I T N E S S E T H 

WHEREAS, Borrower, Administrative Agent and the Lenders are parties to that certain Senior Secured Term Loan Agreement, dated as of
March 31, 2016 (as amended, restated, supplemented or modified prior to the date hereof, the “Existing Credit Agreement” and the Existing Credit Agreement, as amended by this Amendment, the “Credit
Agreement”) (unless otherwise defined herein, all terms used herein with their initial letter capitalized shall have the meaning given such terms in the Credit Agreement); 

WHEREAS, the Borrower has requested that the Lenders agree to amend certain provisions of the Existing Credit Agreement as set forth below;
and 
 WHEREAS, subject to and upon the terms and conditions set forth herein, the Lenders have agreed to enter into this Amendment; 

NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and confessed, Borrower, Administrative Agent, and the Lenders hereby agree as follows: 

Section 1. Amendments. In reliance on the representations, warranties, covenants and agreements contained in this Amendment, and subject to
the satisfaction of the conditions precedent set forth in Section 2 hereof, the Existing Credit Agreement shall be amended effective as of the First Amendment Effective Date in the manner provided in this Section 1. 

1.1 Amendment of Section 1.01. Section 1.01 of the Existing Credit Agreement is hereby amended as follows: 

(a) By amending and restating the pricing grid in clause (a) of the definition of “Applicable Rate” to read in full as
follows: 
  

											
	 Level
	  	 Leverage Ratio
	  	 ABR Margin
	 	 	 Eurodollar

Margin
	 
	 1
	  	£ 3.00	  	 	0.500	% 	 	 	1.500	% 
	 2
	  	> 3.00 to 1.00 and £ 3.50 to 1.00	  	 	0.750	% 	 	 	1.750	% 
	 3
	  	> 3.50 to 1.00 and £ 4.00 to 1.00	  	 	1.000	% 	 	 	2.000	% 
	 4
	  	> 4.00 to 1.00 and £ 4.50 to 1.00	  	 	1.250	% 	 	 	2.250	% 
	 5
	  	> 4.50 to 1.00 and £ 5.50 to 1.00	  	 	1.500	% 	 	 	2.500	% 
	 6
	  	> 5.50 to 1.00 and £ 6.00 to 1.00	  	 	1.750	% 	 	 	2.750	% 
	 7
	  	> 6.00 to 1.00	  	 	2.000	% 	 	 	3.000	% 


  
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 (b) By adding the definition of “Interest Coverage Ratio”
in alphabetically appropriate order, which shall read in full as follows: 
 “Interest Coverage Ratio”
means, as of any date, the ratio of (a) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on such date to (b) Consolidated Interest Expense for the period of four consecutive fiscal quarters ending on such date.

 (c) By amending and restating the definition of “Net Cash Proceeds” in full as follows: 

“Net Cash Proceeds” means, (a) with respect to the incurrence or issuance of any Indebtedness, an amount
equal to (i) payments of Cash or Cash Equivalents received by the Borrower or any of its Subsidiaries from such incurrence or issuance minus (ii) all reasonable and customary out-of-pocket legal, underwriting and other fees and expenses
incurred in connection with such incurrence or issuance; and (b) with respect to the issuance of any Equity Interests of the Borrower, an amount equal to (i) payments of Cash or Cash Equivalents received by the Borrower from such issuance
minus (ii) all reasonable and customary out-of-pocket legal, underwriting and other fees and expenses incurred in connection with such issuance. 

(d) By deleting the definition of “Post Dropdown Period” in its entirety. 

(e) By adding the definition of “Senior Secured Leverage Ratio” in alphabetically appropriate order,
which shall read in full as follows: 
 “Senior Secured Leverage Ratio” means, as of any date, the ratio of
(a) Consolidated Funded Indebtedness that is secured by a Lien on any property of the Borrower or any of its Subsidiaries on such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on such date. 

(f) By amending the definition of “Specified Acquisition Period” by replacing the reference to
“Section 7.12” therein with a reference to “Section 7.12(a)(ii).” 
  

	 	1.2	Amendment to Section 2.05(b). Section 2.05(b) of the Existing Credit Agreement is hereby amended and restated to read in its entirety as follows: 


 

	 	(b)	Mandatory Prepayments. 


  
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	 	(i)	In the event that the Borrower shall receive Net Cash Proceeds from the issuance of Equity Interests of the Borrower at any time prior to the Borrower’s delivery of a Compliance Certificate demonstrating that the
Leverage Ratio is less than 5.50 to 1.00, the Borrower shall substantially simultaneously with the receipt of such Net Cash Proceeds (and in any event not later than the third Business Day after receipt thereof) by the Borrower, apply an amount
equal to 100% of such Net Cash Proceeds to prepay either (A) the Loans or (B) the Revolving Obligations. 

 The
Borrower shall deliver to the Administrative Agent (i) concurrently with any notice of prepayment of the Loans or Revolving Obligations pursuant to this Section 2.05(b)(i), a certificate of a Responsible Officer demonstrating the
calculation of the amount of the applicable Net Cash Proceeds, and (ii) at least three Business Days prior written notice of such prepayment. Each notice of prepayment of the Loans or Revolving Obligations shall specify the prepayment date, the
Type of each Loan or Revolving Obligations being prepaid and the principal amount of each Loan (or portion thereof) or Revolving Obligation to be prepaid. 
  

	 	(ii)	 In the event that the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from the issuance or
incurrence by any Loan Party or any Subsidiary of a Loan Party of Indebtedness for borrowed money permitted under Section 7.01(a)(xi), Section 7.01(a)(xiv), Section 7.01(b)(xi) or Section 7.01(b)(xii)
(other than (i) any intercompany Indebtedness of the Borrower or any of its wholly-owned subsidiaries, (ii) any Indebtedness of the Borrower or any of its subsidiaries incurred in the ordinary course under any Indebtedness existing on the
Closing Date (including for the avoidance of doubt, the Revolving Credit Agreement) and (iii) any Indebtedness of any Person acquired in whole or in part by the Borrower (including increases in ownership percentage) after the Closing Date
incurred prior to the acquisition thereof by such Person that is not created in connection with such acquisition), the Borrower shall substantially 



  
 3 








	 	
simultaneously with the receipt of such Net Cash Proceeds (and in any event not later than the third Business Day after receipt thereof) by such Borrower or such Subsidiary, apply an amount equal
to 100% of such Net Cash Proceeds to prepay outstanding Loans. 

 The Borrower shall deliver to the Administrative Agent
(i) concurrently with any notice of prepayment of the Loans pursuant to this Section 2.05(b)(ii), a certificate of a Responsible Officer demonstrating the calculation of the amount of the applicable Net Cash Proceeds, and (ii) at
least three Business Days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. 

All prepayments of Borrowings under this Section 2.05(b) shall be subject to Section 3.05, but shall otherwise be without premium or
penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. In the event that the Borrower shall subsequently determine that the actual amount received exceeded the
amount set forth in such certificate, the Borrower shall promptly make an additional prepayment of the Loans in an amount equal to such excess, and the Borrower shall concurrently therewith deliver to the Administrative Agent a certificate of a
Responsible Officer demonstrating the derivation of such excess amount. 
 1.3 Amendment to Section 6.01(b).
Section 6.01(b) of the Existing Credit Agreement is hereby amended by replacing the words “with the requirements of Section 7.12” therein with the words “with the then applicable requirements of
Section 7.12.” 
 1.4 Amendment to Section 6.09(a). Section 6.09(a) of the Existing Credit
Agreement is hereby amended by replacing the words “in compliance with Section 7.12” therein with the words “in compliance with the then applicable requirements of Section 7.12.” 

1.5 Amendment to Section 7.01(a)(xi). Section 7.01(a)(xi) of the Existing Credit Agreement is hereby amended by
replacing the words “compliance with Section 7.12” therein with the words “compliance with the then applicable requirements of Section 7.12.” 

  
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 1.6 Amendment to Section 7.01(b)(xi). Section 7.01(b)(xi) of the Existing
Credit Agreement is hereby amended by replacing the words “compliance with Section 7.12” therein with the words “compliance with the then applicable requirements of Section 7.12.” 

1.7 Amendment to Section 7.05. Section 7.05 of the Existing Credit Agreement is hereby amended by replacing the words
“in compliance with Section 7.12” therein with the words “in compliance with the then applicable requirements of Section 7.12.” 

1.8 Amendment to Section 7.10(k). Section 7.10(k) of the Existing Credit Agreement is hereby amended by replacing the
words “in compliance with Section 7.12” therein with the words “in compliance with the then applicable requirements of Section 7.12.” 

1.9 Amendment to Section 7.11. Section 7.11 of the Existing Credit Agreement is hereby amended by replacing the words
“in compliance with Section 7.12” therein with the words “in compliance with the then applicable requirements of Section 7.12.” 

1.10 Amendment of Section 7.12. Section 7.12 of the Existing Credit Agreement is hereby amended and restated to
read in its entirety as follows: 
 7.12 Financial Covenants:. 

(a) Leverage Ratio. As of each Quarterly Testing Date commencing with December 31, 2016, the Leverage Ratio will not exceed
(i) with respect to each Quarterly Testing Date occurring during the period from (and including) December 31, 2016 to (and including) December 31, 2018, the applicable ratio set forth below: 

 

					
	 Quarterly Testing Date
	  	Maximum
Leverage
Ratio	 
	 December 31, 2016 through December 31, 2017
	  	 	6.75 to 1.00	  
	 March 31, 2018
	  	 	6.50 to 1.00	  
	 June 30, 2018
	  	 	6.25 to 1.00	  
	 September 30, 2018
	  	 	6.00 to 1.00	  
	 December 31, 2018
	  	 	5.75 to 1.00	  

 and (ii) with respect to any other Quarterly Testing Date (A) at any time other than during a
Specified Acquisition Period, 5.50 to 1.00 or (B) during a Specified Acquisition Period, 6.00 to 1.00. 
 (b) Interest Coverage
Ratio. As of each Quarterly Testing Date commencing with December 31, 2016 and continuing to (and including) December 31, 2018, the Interest Coverage Ratio shall not be less than 2.25 to 1.00. 

(c) Senior Secured Leverage Ratio. As of each Quarterly Testing Date commencing with December 31, 2016, the Senior Secured


  
 5 







 
Leverage Ratio will not exceed (i) with respect to each Quarterly Testing Date occurring during the period from (and including) December 31, 2016 to (and including) December 31,
2017, 3.75 to 1.00 and (ii) for each Quarterly Testing Date thereafter, 3.50 to 1.00. 
  

	 	1.11	Amendment to Exhibit B. Exhibit B to the Credit Agreement is hereby amended and restated in its entirety in the form of Exhibit B attached hereto. 


Section 2. Conditions Precedent. The effectiveness of the amendments to the Existing Credit Agreement contained in Section 1
hereof is subject to the satisfaction of each of the following conditions precedent: 
 2.1 Counterparts.
Administrative Agent shall have received counterparts of this Amendment duly executed by Borrower, the Guarantors and the Majority Lenders. 

2.2 Fees and Expenses. Borrower shall have paid to Administrative Agent all fees due and owing to Administrative Agent
pursuant to or in connection with this Amendment (including the reasonable and documented fees, charges and disbursements of a single counsel for the Administrative Agent) in the preparation, execution, review and negotiation of this Amendment and
the other Loan Documents in accordance with Section 10.04(a) of the Existing Credit Agreement. 
 2.3 Consent Fee.
Administrative Agent shall have received, for the benefit of the Lenders party to this Amendment (each such Lender party to this Amendment, herein a “Consenting Lender” and including, without limitation, Credit Suisse AG, Cayman
Islands Branch), a consent fee (the “Amendment Consent Fee”) in an aggregate amount for each such Consenting Lender equal to 25 basis points (0.25%) of the amount of such Consenting Lender’s aggregate principal amount of the
Loans outstanding on the First Amendment Effective Date. Administrative Agent shall pay to each Consenting Lender the applicable Amendment Consent Fee promptly after receipt thereof by Administrative Agent. 

2.4 Revolving Credit Agreement Amendment. Administrative Agent shall have received a duly executed copy of an amendment to the
Revolving Credit Agreement in form and substance reasonably satisfactory to the Administrative Agent; provided that an amendment in form and substance substantially similar to this Amendment shall be deemed reasonably satisfactory to the
Administrative Agent. 
 2.5 No Default. No Default or Event of Default shall have occurred which is continuing. 

Section 3. Representations and Warranties of Borrower. To induce the Lenders and Administrative Agent to enter into this Amendment,
Borrower hereby represents and warrants to the Lenders and Administrative Agent as follows: 
 3.1 Reaffirmation of Existing
Representations and Warranties. Each representation and warranty of Borrower contained in the Credit Agreement and the other Loan Documents is true and correct in all material respects (except to the extent that such representations
and warranties are qualified by materiality, in which case such 

  
 6 







 
representations and warranties are true and correct in all respects) on the date hereof after giving effect to the amendments set forth in Section 1 hereof, except to the extent that
such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent that such representations and warranties are qualified by materiality, in which case
such representations and warranties were true and correct in all respects) as of such earlier date. 
 3.2 No Default or Event of
Default. No Default or Event of Default has occurred which is continuing. 
 3.3 Acknowledgment of No
Defenses. As of the First Amendment Effective Date, to the knowledge of Borrower, Borrower has no defense to (a) Borrower’s obligation to pay the Obligations when due, or (b) the validity, enforceability or binding
effect against Borrower or any Loan Party of the Credit Agreement or any of the other Loan Documents (to the extent a party thereto) or any Liens intended to be created thereby. 

Section 4. Miscellaneous. 

4.1 Reaffirmation of Loan Documents. Any and all of the terms and provisions of the Credit Agreement and the Loan
Documents shall, except as amended and modified hereby, remain in full force and effect. The amendments contemplated hereby shall not limit or impair any Liens securing the Obligations, each of which are hereby ratified and affirmed. The execution,
delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor, except as expressly
provided herein, constitute a waiver or amendment of any provision of any of the Loan Documents. 
 4.2 Parties in
Interest. All of the terms and provisions of this Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 

4.3 Counterparts. This Amendment may be executed in counterparts, including, without limitation, by electronic signature,
and all parties need not execute the same counterpart. Facsimiles or other electronic transmissions (e.g. .pdfs) of such executed counterparts shall be effective as originals. 

4.4 Complete Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES. 

4.5 Headings. The headings, captions and arrangements used in this Amendment are, unless specified otherwise, for
convenience only and shall not be deemed to limit, amplify or modify the terms of this Amendment, nor affect the meaning thereof. 

  
 7 







 4.6 Effectiveness. This Amendment shall be effective automatically and
without necessity of any further action by Borrower, Administrative Agent or the Lenders when counterparts hereof have been executed by Borrower, Guarantors and the Majority Lenders, and all conditions to the effectiveness hereof set forth herein
have been satisfied. 
 4.7 Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK. 
 4.8 Amendment. On and after the First Amendment Effective Date, each reference in the
Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment. This Amendment
constitutes a Loan Document. 
 [Signature Pages to Follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
respective authorized officers on the date and year first above written. 
  

			
	SUNOCO LP
		
	By:	 	SUNOCO GP LLC, its General Partner
		
	By:	 	/s/ Thomas R. Miller
	Name: 	 	Thomas R. Miller
	Title:	 	Chief Financial Officer



  

SIGNATURE PAGE TO FIRST AMENDMENT TO
SENIOR SECURED TERM LOAN AGREEMENT 
 SUNOCO LP 







 
			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
	as Administrative Agent and a Lender
		
	By:	 	/s/ Nupur Kumar
	Name: 	 	Nupur Kumar
	Title:	 	Authorized Signatory
		
	By:	 	/s/ Warren Van Heyst
	Name:	 	Warren Van Heyst
	Title:	 	Authorized Signatory



  

SIGNATURE PAGE TO FIRST AMENDMENT TO
SENIOR SECURED TERM LOAN AGREEMENT 
 SUNOCO LP 







 
			
	BANK OF AMERICA, N.A.,
	as a Lender
		
	By:	 	/s/ Adam H. Fey
	Name: 	 	Adam H. Fey
	Title:	 	Director



  

SIGNATURE PAGE TO FIRST AMENDMENT TO
SENIOR SECURED TERM LOAN AGREEMENT 
 SUNOCO LP 







 
			
	COMPASS BANK,
	as a Lender
		
	By:	 	/s/ Blake Kirschman
	Name: 	 	Blake Kirschman
	Title:	 	Senior Vice President



  

SIGNATURE PAGE TO FIRST AMENDMENT TO
SENIOR SECURED TERM LOAN AGREEMENT 
 SUNOCO LP 







 
			
	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
	as a Lender
		
	By:	 	/s/ Dixon Schultz
	Name: 	 	Dixon Schultz
	Title:	 	Managing Director
		
	By:	 	/s/ Michael D. Willis
	Name:	 	Michael D. Willis
	Title:	 	Managing Director



  

SIGNATURE PAGE TO FIRST AMENDMENT TO
SENIOR SECURED TERM LOAN AGREEMENT 
 SUNOCO LP 







 
			
	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	as a Lender
		
	By:	 	/s/ Chris Chapman
	Name: 	 	Chris Chapman
	Title:	 	Director
		
	By:	 	/s/ Shai Bandner
	Name:	 	Shai Bandner
	Title:	 	Vice President



  

SIGNATURE PAGE TO FIRST AMENDMENT TO
SENIOR SECURED TERM LOAN AGREEMENT 
 SUNOCO LP 







 
			
	DNB CAPITAL LLC,
	as a Lender
		
	By:	 	/s/ Byron Cooley
	Name: 	 	Byron Cooley
	Title:	 	Senior Vice President
		
	By:	 	/s/ Jodie Gildersleeve
	Name:	 	Jodie Gildersleeve
	Title:	 	Vice President



  

SIGNATURE PAGE TO FIRST AMENDMENT TO
SENIOR SECURED TERM LOAN AGREEMENT 
 SUNOCO LP 







 
			
	GOLDMAN SACHS BANK USA,
	as a Lender
		
	By:	 	/s/ Ushma Dedhiya
	Name: 	 	Ushma Dedhiya
	Title:	 	Authorized Signatory



  

SIGNATURE PAGE TO FIRST AMENDMENT TO
SENIOR SECURED TERM LOAN AGREEMENT 
 SUNOCO LP 







 
			
	JPMORGAN CHASE BANK, N.A.,
	as a Lender
		
	By:	 	/s/ Stephanie Balette
	Name: 	 	Stephanie Balette
	Title:	 	Authorized Signer



  

SIGNATURE PAGE TO FIRST AMENDMENT TO
SENIOR SECURED TERM LOAN AGREEMENT 
 SUNOCO LP 







 
			
	MIZUHO BANK, LTD.
	as a Lender
		
	By:	 	/s/ Donna DeMagistris
	Name: 	 	Donna DeMagistris
	Title:	 	Authorized Signatory



  

SIGNATURE PAGE TO FIRST AMENDMENT TO
SENIOR SECURED TERM LOAN AGREEMENT 
 SUNOCO LP 







 
			
	MORGAN STANLEY BANK, N.A.
	as a Lender
		
	By:	 	/s/ Patrick Layton
	Name: 	 	Patrick Layton
	Title:	 	Authorized Signatory



  

SIGNATURE PAGE TO FIRST AMENDMENT TO
SENIOR SECURED TERM LOAN AGREEMENT 
 SUNOCO LP 







 
			
	MORGAN STANLEY SENIOR FUNDING, INC.,
	as a Lender
		
	By:	 	/s/ Patrick Layton
	Name: 	 	Patrick Layton
	Title:	 	Vice President



  

SIGNATURE PAGE TO FIRST AMENDMENT TO
SENIOR SECURED TERM LOAN AGREEMENT 
 SUNOCO LP 







 
			
	NATIXIS, NEW YORK BRANCH,
	as a Lender
		
	By:	 	/s/ Jarrett Price
	Name:	 	Jarrett Price
	Title:	 	Director
		
	By:	 	/s/ Brice Le Foyer
	Name:	 	Brice Le Foyer
	Title:	 	Director



  

SIGNATURE PAGE TO FIRST AMENDMENT TO
SENIOR SECURED TERM LOAN AGREEMENT 
 SUNOCO LP 







 
			
	PNC BANK, NATIONAL ASSOCIATION,
	as a Lender
		
	By:	 	/s/ Kyle T. Helfrich
	Name:	 	Kyle T. Helfrich
	Title:	 	Assistant Vice President



  

SIGNATURE PAGE TO FIRST AMENDMENT TO
SENIOR SECURED TERM LOAN AGREEMENT 
 SUNOCO LP 







 
			
	ROYAL BANK OF CANADA,
	as a Lender
		
	By:	 	/s/ Mark Lumpkin, Jr.
	Name:	 	Mark Lumpkin, Jr.
	Title:	 	Authorized Signatory



  

SIGNATURE PAGE TO FIRST AMENDMENT TO
SENIOR SECURED TERM LOAN AGREEMENT 
 SUNOCO LP 







 
			
	TD BANK, N.A.,
	as a Lender
		
	By:	 	/s/ Craig Welch
	Name:	 	Craig Welch
	Title:	 	Senior Vice President



  

SIGNATURE PAGE TO FIRST AMENDMENT TO
SENIOR SECURED TERM LOAN AGREEMENT 
 SUNOCO LP 







 
			
	WELLS FARGO BANK, N.A.,
	as a Lender
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  

SIGNATURE PAGE TO FIRST AMENDMENT TO
SENIOR SECURED TERM LOAN AGREEMENT 
 SUNOCO LP 







 
			
	FIFTH THIRD BANK,
	as a Lender
		
	By:	 	/s/ Brian Anderson
	Name:	 	Brian Anderson
	Title:	 	Vice President



  

SIGNATURE PAGE TO FIRST AMENDMENT TO
SENIOR SECURED TERM LOAN AGREEMENT 
 SUNOCO LP 







 
			
	INDUSTRIAL COMMERCIAL BANK OF CHINA LTD., NEW YORK BRANCH,
	as a Lender
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  

SIGNATURE PAGE TO FIRST AMENDMENT TO
SENIOR SECURED TERM LOAN AGREEMENT 
 SUNOCO LP 







 
			
	CITIZENS BANK, N.A.,
	as a Lender
		
	By:	 	/s/ Donald A. Wright
	Name:	 	Donald A. Wright
	Title:	 	SVP



  

SIGNATURE PAGE TO FIRST AMENDMENT TO
SENIOR SECURED TERM LOAN AGREEMENT 
 SUNOCO LP 







 
			
	U.S. BANK NATIONAL ASSOCIATION,
	as a Lender
		
	By:	 	/s/ Patrick Jeffrey
	Name:	 	Patrick Jeffrey
	Title:	 	Vice President



  

SIGNATURE PAGE TO FIRST AMENDMENT TO
SENIOR SECURED TERM LOAN AGREEMENT 
 SUNOCO LP 







 
			
	SUMITOMO MITSUI BANKING CORPORATION,
	as a Lender
		
	By:	 	/s/ David W. Kee
	Name:	 	David W. Kee
	Title:	 	Managing Director



  

SIGNATURE PAGE TO FIRST AMENDMENT TO
SENIOR SECURED TERM LOAN AGREEMENT 
 SUNOCO LP 







 
			
	THE HUNTINGTON NATIONAL BANK,
	as a Lender
		
	By:	 	/s/ Jason A. Zilewicz
	Name:	 	Jason A. Zilewicz
	Title:	 	Vice President



  

SIGNATURE PAGE TO FIRST AMENDMENT TO
SENIOR SECURED TERM LOAN AGREEMENT 
 SUNOCO LP 







 
			
	BANK OF HAWAII,
	as a Lender
		
	By:	 	/s/ John McKenna
	Name:	 	John McKenna
	Title:	 	Senior Vice President



  

SIGNATURE PAGE TO FIRST AMENDMENT TO
SENIOR SECURED TERM LOAN AGREEMENT 
 SUNOCO LP 







 
			
	HUA NAN COMMERCIAL BANK LTD – LOS ANGELES BRANCH,
	as a Lender
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  

SIGNATURE PAGE TO FIRST AMENDMENT TO
SENIOR SECURED TERM LOAN AGREEMENT 
 SUNOCO LP 







 
			
	TAIWAN COOPERATIVE BANK LTD., ACTING THROUGH ITS NEW YORK BRANCH,
	as a Lender
		
	By:	 	/s/ Li Hua Huang
	Name:	 	Li Hua Huang
	Title:	 	SVP & General Manager



  

SIGNATURE PAGE TO FIRST AMENDMENT TO
SENIOR SECURED TERM LOAN AGREEMENT 
 SUNOCO LP 







 
			
	MEGA INTERNATIONAL COMMERCIAL BANK LTD, SILICON VALLEY BRANCH,
	as a Lender
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  

SIGNATURE PAGE TO FIRST AMENDMENT TO
SENIOR SECURED TERM LOAN AGREEMENT 
 SUNOCO LP 







 
			
	WASATCH CLO LTD,
	as a Lender
	
	By: Invesco Senior Secured Management, Inc. as Portfolio Manager
		
	By:	 	/s/ Kevin Egan
	Name:	 	Kevin Egan
	Title:	 	Authorized Individual



  

SIGNATURE PAGE TO FIRST AMENDMENT TO
SENIOR SECURED TERM LOAN AGREEMENT 
 SUNOCO LP 







 
			
	RECETTE CLO, LTD.,
	as a Lender
	
	By: Invesco Senior Secured Management, Inc. as Portfolio Manager
		
	By:	 	/s/ Kevin Egan
	Name:	 	Kevin Egan
	Title:	 	Authorized Individual



  

SIGNATURE PAGE TO FIRST AMENDMENT TO
SENIOR SECURED TERM LOAN AGREEMENT 
 SUNOCO LP 







 
			
	UPPER TIER CORPORATE LOAN FUND 1,
	as a Lender
	
	By: Invesco Senior Secured Management, Inc. as Portfolio Manager
		
	By:	 	/s/ Kevin Egan
	Name:	 	Kevin Egan
	Title:	 	Authorized Individual



  

SIGNATURE PAGE TO FIRST AMENDMENT TO
SENIOR SECURED TERM LOAN AGREEMENT 
 SUNOCO LP 







 
			
	MAREA CLO, LTD.,
	as a Lender
	
	By: Invesco Senior Secured Management, Inc. as Portfolio Manager
		
	By:	 	/s/ Kevin Egan
	Name:	 	Kevin Egan
	Title:	 	Authorized Individual



  

SIGNATURE PAGE TO FIRST AMENDMENT TO
SENIOR SECURED TERM LOAN AGREEMENT 
 SUNOCO LP 







 
			
	UPLAND CLO, LTD.,
	as a Lender
	
	By: Invesco Senior Secured Management, Inc. as Portfolio Manager
		
	By:	 	/s/ Kevin Egan
	Name: 	 	Kevin Egan
	Title:	 	Authorized Individual



  

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 SUNOCO LP 







 
			
	ANNISA CLO, LTD.,
	as a Lender
	
	By: Invesco RR Fund L.P. as Collateral Manager
	
	By: Invesco RR Associates LLC, as general partner
	
	By: Invesco Senior Secured Management, Inc. as Portfolio Manager
		
	By:	 	/s/ Kevin Egan
	Name: 	 	Kevin Egan
	Title:	 	Authorized Individual



  

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 SUNOCO LP 







 
			
	NOMAD CLO, LTD.,
	as a Lender
	
	By: Invesco Senior Secured Management, Inc. as Portfolio Manager
		
	By:	 	/s/ Kevin Egan
	Name: 	 	Kevin Egan
	Title:	 	Authorized Individual



  

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 SUNOCO LP 







 
			
	INVESCO SSL FUND LLC,
	as a Lender
	
	By: Invesco Senior Secured Management, Inc. as Portfolio Manager
		
	By:	 	/s/ Kevin Egan
	Name: 	 	Kevin Egan
	Title:	 	Authorized Individual



  

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 SUNOCO LP 







 
			
	NAUTIQUE FUNDING LTD,
	as a Lender
	
	By: Invesco Senior Secured Management, Inc. as Portfolio Manager
		
	By:	 	/s/ Kevin Egan
	Name: 	 	Kevin Egan
	Title:	 	Authorized Individual



  

SIGNATURE PAGE TO FIRST AMENDMENT TO
SENIOR SECURED TERM LOAN AGREEMENT 
 SUNOCO LP 







 Each of the undersigned Guarantors (i) consents and agrees to this Amendment, and
(ii) agrees that the Loan Documents to which it is a party (including, without limitation, the Guaranty Agreement, dated as of March 31, 2016, each as amended, modified or supplemented) shall remain in full force and effect and shall
continue to be the legal, valid and binding obligation of the undersigned, enforceable against it in accordance with its terms. 
  

					
		 	CONSENTED, ACKNOWLEDGED AND AGREED TO BY:
		
		 	SUSSER PETROLEUM OPERATING COMPANY LLC
		 	SUSSER PETROLEUM PROPERTY COMPANY LLC
		 	SUSSER HOLDINGS CORPORATION
		 	SUNOCO FINANCE CORP.
			
		 	By:	 	/s/ Thomas R. Miller
		 	Name:	 	Thomas R. Miller
		 	Title:	 	Chief Financial Officer
		
		 	STRIPES HOLDINGS LLC
		 	SUSSER HOLDINGS, L.L.C.
		 	STRIPES LLC
			
		 	By:	 	/s/ Thomas R. Miller
		 	Name:	 	Thomas R. Miller
		 	Title:	 	Chief Financial Officer
		
		 	MID-ATLANTIC CONVENIENCE STORES, LLC
		 	SOUTHSIDE OIL, LLC
		 	MACS RETAIL LLC
			
		 	By:	 	/s/ Thomas R. Miller
		 	Name: 	 	Thomas R. Miller
		 	Title:	 	Chief Financial Officer


  

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 SUNOCO LP 







 
			
	ALOHA PETROLEUM LLC
		
	By:	 	/s/ Thomas R. Miller
	Name:	 	Thomas R. Miller
	Title:	 	Chief Financial Officer
	
	ALOHA PETROLEUM, LTD.
		
	By:	 	/s/ Thomas R. Miller
	Name:	 	Thomas R. Miller
	Title:	 	Chief Financial Officer
	
	SUNOCO RETAIL, LLC
		
	By:	 	/s/ Thomas R. Miller
	Name:	 	Thomas R. Miller
	Title:	 	Chief Financial Officer
	
	SUNOCO, LLC
		
	By:	 	/s/ Thomas R. Miller
	Name:	 	Thomas R. Miller
	Title:	 	Chief Financial Officer
	
	ALLIED ENERGY COMPANY LLC
	DIRECT FUELS LLC
	ALLIED RENEWABLE ENERGY, LLC
	EMERGE ENERGY DISTRIBUTORS INC.
	SUNMARKS, LLC
	SUSSER PETROLEUM COMPANY LLC
	STRIPES NO. 1009 LLC
		
	By:	 	/s/ Thomas R. Miller
	Name: 	 	Thomas R. Miller
	Title:	 	Chief Financial Officer



  

SIGNATURE PAGE TO FIRST AMENDMENT TO
SENIOR SECURED TERM LOAN AGREEMENT 
 SUNOCO LP